CMQ ANNOUNCES PRIVATE PLACEMENT FINANCING AND DEBT RESTRUCTURING
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, Sept. 1 /CNW/ - CMQ Resources Inc. (TSXV: NV) ("CMQ") announced today a private placement (the "Offering") of approximately $1,600,000 and a shares for debt transaction (the "Debt Restructuring") with Matco Capital Ltd. ("Matco"), CMQ's principal creditor, in the amount of approximately $1,310,000.
The Offering will be conducted at a price per share of $0.13 and is expected to result in the issuance of 12,235,385 shares of CMQ. It is currently anticipated that the subscribers to the Offering will consist primarily of existing insiders and control persons of CMQ, including Matco or its affiliates.
Pursuant to the Debt Restructuring agreed to with Matco, unsecured debt owing to Matco in an amount equal to approximately $1,310,000 would be extinguished in consideration for the issuance to Matco or its affiliates of 10,072,308 common shares of CMQ.
The Offering and Debt Restructuring will result in dilution such that existing holders of the common shares of CMQ will, on a post-transaction basis, hold approximately 20-25% of CMQ's then issued and outstanding shares. As a result of the Offering and Debt Restructuring it is expected that Matco and its affiliates will acquire approximately 20,692,308 additional common shares of CMQ, giving Matco and its affiliates ownership of approximately 76% of CMQ's issued and outstanding shares.
The net proceeds of the Offering will be used for capital expenditures and working capital purposes, including the funding of CMQ's 2010 drilling program.
Independent directors of CMQ, free from any interest in the Offering or Debt Restructuring, have recommended proceeding with the Offering and Debt Restructuring. Based on the recommendation of such directors, their belief that CMQ is in serious financial difficulty and their belief that the Offering and Debt Restructuring will improve CMQ's financial situation, the board of directors of CMQ believes that the Offering and Debt Restructuring are reasonable in the circumstances.
As the number of common shares issuable in connection with Offering and Debt Restructuring exceeds the number of securities typically issuable under the rules of the TSX Venture Exchange (the "Exchange") without shareholder approval, CMQ has applied to the Exchange for an exemption from the shareholder approval requirement in respect of such transactions on the basis of CMQ's financial hardship and the results of voting conducted in respect of a future private placement resolution at the annual meeting of CMQ held on January 19, 2010.
CMQ will file a Material Change Report in respect of the Offering and Debt Restructuring less than 21 days before the expected closing of such transactions as its current financial position requires the completion of such transactions as expeditiously as possible.
This press release is not an offer to sell securities in the United States. Securities may not be offered or sold in the United States in the absence of registration or an exemption from registration.
The Exchange does not accept responsibility for the adequacy or accuracy of this release.
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For further information: Ryan Jennings, Corporate Secretary, CMQ Resources Inc., Tel: (403) 294-6496
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